What Makes a Great M&A Attorney?

Josh W: Good day everybody. Welcome to the Deal podcast. On today's show, we're gonna have a conversation with Mr. Frank and he's gonna talk to us about mergers, acquisitions from the the law side. So welcome to the show, man. 

Frank S: Thanks. I'm glad to be here. 

Josh W: Yeah. So, sitting to my right, we have Scott who is a, a part of the team.

He's mergers acquisitions, he's a broker. He's, he's super entrepreneurial, built his own companies and, and been a part of many different acquisitions himself. So you're gonna hear some questions from, from both of us if you're just listening into the podcast. But Frank, why don't you kind of kick off and tell us a little bit about who you are and what you do.

Frank S: So, uh, Frank Slage. I'm a corporate mergers and acquisitions commercial real estate lending attorney here in Lafayette, Louisiana. I've been doing it for 25 years now, and, uh, love what I do. It's the exciting part of law. 

Josh W: Yeah, copy that. So you got corporate, you got mergers, acquisitions, you got real estate, and then you said lending.

Talk to us about the, maybe the different aspects of each of those and, and what does that entail? 

Frank S: So from the corporate side, it's somebody who wants to start a company, start a business, forming the company, doing the operating agreement with them and their partners. Uh, just general corporate advice. You know, they go lease space, look at the lease for 'em.

Um, then on the mergers and acquisition side, it's buying and selling companies and everything related to that from the due diligence phase to the negotiation of the LOI to the asset purchase agreement or stock purchase agreement. Commercial real estate? Uh, somewhat self-explanatory. Yeah. Uh, fortunately there's a decent amount of commercial real estate, uh, in Lafayette they've had for a while.

And then on a lending side, it's representing banks and borrowers and what would I call, larger commercial loans. 

Josh W: Okay. So Scott had some, some questions in regards to, you know, what makes a, a good deal making attorney. So, Scott, why don't you take over for a bit. 

Scott S: Yeah. So I guess first, and we've obviously worked together, but what, in your opinion, separates a, a good deal attorney from maybe a not so good deal Attorney and then just from a a, you know, a lot of people think all attorneys can do deals.

Frank S: Um. So I think the difference between a, and I wouldn't say a good versus a bad, uh, but it's more experience and looking at what your client's goals are and realizing that this is a business transaction. Even though you're practicing law, excuse me, at the end of the day, it's a business transaction for your client and you're trying to make sure that, you know, the deal gets done, it gets done on terms that are favorable to them, um, but it's not your job to necessarily kill the deal from a business perspective.

Uh. You know, good versus bad, I wouldn't say, but just somebody who's understands the business side of it and that you know this, even though you're kind of one side versus the other, it's not really antagonistic, it's not litigation. Uh, at the end of the day, somebody's getting a check and somebody's getting a bunch of ebitda.

Everybody should be happy. 

Scott S: Right. You actually beat me to my next question, which was how do you, how do you balance protecting. You know, the interest of the client with actually getting the deal done. 'cause that's a, that's a big one from our point of view 

Frank S: is, so I, I think the biggest thing is just letting your client know the risks.

So it is their money at the end of the day, it's not my money. So you tell 'em the risk, you know, the big thing always becomes indemnities and indemnifications and, you know, what risk do you really have with respect to a transaction where, you know. Maybe your, your, uh, company wasn't as clean as you thought it was, and there's some potential identification claims out there.

You know, from a buyer's side, you know, that doesn't mean a buyer needs to walk away. You just have to explain to your client, Hey, these are the risk. We'll have an identification, we'll have an escrow. So, you know, just trying to teach them that, you know, just a little hair on a deal doesn't mean you need to walk away.

We can protect around it. 

Josh W: Now we can talk about, you know, let's dive into m and a. 'cause I, i, m and A is a hot topic right now. Um, buy side versus sell side representation. So you're, you know, we, we bring you in, you know, buy side or sell side, like what are maybe the different aspects of it and different roles and responsibilities within that.

Sure. 

Frank S: So they kind of go hand in hand and uh, it all depends on your client. So some clients, you know, again, from the beginning it's somebody's talking to, uh, either, you know, the buyers and sellers somehow start talking. We eventually get brought in. Maybe it's, you know, on the very front end. Sometimes they get brought in later.

But you know, from a buy side, it's alright, here's, you know, help your client with the due diligence. You know, assist with, you know, putting together a due diligence list from the legal side. From the financial side. You work with their financial advisors to put together a list of questions to start off with, Hey, this is what I wanna see to determine whether or not I really wanna move forward with the deal with this company.

From the sales side, it's the same thing. You're just answering those questions so, you know the, the work's the same. It's just, are you, are you the one asking for it, or are you the one trying to provide it right. 

Josh W: Uh, when you're, when you're working on these different types of deals, um, what do you focus on, like with m and a in general?

Like what, what size deals, what, you know, when does it make sense to bring in a corporate attorney or an m and a attorney for this? 

Frank S: Uh, I wouldn't necessarily go with, so every deal's the same, right? So you've got the concept of you're going to. Somebody's writing a check, somebody's getting a check. Mm-hmm.

And so the, the protections and the concepts are the same. Uh, the dollars are higher or lower, but, you know, I would recommend everybody get an attorney to, to some degree. Uh, sometimes financially it doesn't make sense. They can't afford it. It's a small deal. Um, but you know, the diligence you gotta go through, the paperwork you have to go through.

And so, you know, it, it's not necessarily a deal size concept. It's everybody needs it, but you know, some people just can't afford it. 

Josh W: Sure. Scott, you, you had some questions in regards to working with a broker and in collaboration with, uh, an attorney. 

Scott S: What are your thoughts? Yeah, I'd actually like to go backwards first, if that's okay.

Yeah. And know what drew you to m and a law originally? Was that always the plan or did you. Enter law with a different focus and kind of evolve into that. 

Frank S: So I guess it goes back to the fact that I couldn't pass physics and I couldn't be, I couldn't be coming here like I originally wanted to. Yeah. Uh, so then I went to law school, um, and you know, in law school, it's law school, so it's not like that exciting.

Right. But I, I did like the business classes more than the other types of classes. You know, when you start with a law firm, everything rolls downhill. Uh, so you start doing the. Little car accident cases. On the defense side, you do all the stuff that the partners don't want to do. And so to jump straight into business really doesn't happen that often.

Mm-hmm. I was fortunate. I, I was able to have, uh, some mentors in the business side while I was still doing all the stuff that was at the bottom of the hill. Um, and, and it was just more, to me, it was more fun, you know, litigation, everybody's mad, everybody's angry. Um. I, I just didn't like that. I, I liked the fact that you could sit around a table and, you know, this was pre zoomo and everything else.

Where in pre DocuSign we'd do a deal. We'd all fly to a city, go to a city, we'd all sit in a room, we'd get together, everybody was happy. We'd sign the paperwork, we'd go out to dinner. Uh, that was a lot more appealing to me than sitting in a jury trial for five days 

Scott S: for sure. Back to Josh's, uh, regarding advisors and and brokers in a process.

Obviously you've worked on some deals that we were both involved in. Um, what's most important, I guess, in your opinion, for, for an advisor? Um, and when should you be involved in the process or get involved in the process? 

Frank S: So, uh. The advisor's role is, is exactly, it's exactly that. It's to, to advise them just like ours is, right?

Y'all have more of the financial side, uh, you know, the, you know, what does the potential projections look like? You know, figuring out ebitda, figuring all the, the financial terms. That's really not our job as lawyers. Um, some lawyers. You know, try and do that. But no, I, I, I know my lane. I try and stay in it.

So to determine if it's a good deal from a buy side, you know, look, you know, get your advisor involved and get them to go through the numbers with you and you know, what kind of growth potential do you have? Uh, and on a sell side, it's to find a buyer and to get the most money for your, your client. And.

That again, that's not our role. I'm not a advisor. I'm not a broker. I'm a lawyer, a business lawyer who wants the deals put together and you know, we got the skeleton of an LOI, you know, I get involved and help try and get the deal to close. 

Scott S: Do you notice a difference in deals that. Have, or the clients have an advisor or a broker versus those that don't.

Frank S: Yeah. Um, and sometimes it's the client. A lot of times I find that the, the brokers or the advisors are much better with, you know, if somebody's on a 30th company they're selling, they kind of know to process. Right, right, right. Um, and I've got some clients like that who, you know, they don't get advisors involved, but you know, they could probably be their own advisor.

They are their own advisors, right? And they advise other people, but you know, the, to walk the, the buyer or sell it through the process. Um. That is what I find y'all's role to be and it's extremely helpful 'cause it makes my job easier. I don't have to answer all the questions that I really don't know. I can say, call Scott on that.

It's a financial issue. Um, and, and allows me to focus on getting the deal done and the documents done. 

Josh W: Cool. And uh, we'll just adjust your mic real quick. Just put it closer to your face, just a little bit.

Speaker 4: Perfect man. Thank you. 

Josh W: Yeah, that was a great sound clip. So, piggybacking off Scott's question, which is a great question, is, you know, working with brokers should make your job easier. When does, when does working with a m and a broker or business broker, when does it like actually get in, get in the way of a deal being done for, for either side?

Frank S: I guess from an experience, the only time I find it gets in the way is when the brokers are too eager to actually get the deal done. Mm-hmm. Um, and you know, a lot of times it's still old. It's just like selling a house, right. Everybody gets, they get paid on commission. And do you sacrifice your client just to get your commission?

'cause you're, you know, six months into a deal, it hasn't closed yet. You've got this big paycheck coming and it's when they start giving advice, contrary to the legal advice of, oh, don't worry about that identification. It's not gonna come back and haunt you. Let's just get the deal done. Uh, it's very rare that he actually see that happen.

But I, I have, uh, you know, I've been doing this 25 years. I've, I've seen it, you know, maybe once or twice, but I think that's probably the biggest interference I've ever seen would be. Don't listen to the lawyer on the legal side of it. Let's just get the deal done. 

Josh W: The don't worry about it is, is, is what keeps you guys up at night, right?

Yes. Yeah. Um. You mentioned in the world of, do you have any more m and a questions? 

Scott S: Go ahead. I've got some follow ups, but go 

Josh W: ahead, copy that. So in, in the world of lending you work with banks, you know, like what, what does that even look like? Uh, and, and how do you plan in that, that ecosystem? 

Frank S: So from, whether it's commercial real estate loans or business loans, uh, you know, a lot of times it, it kind of piggybacks on the whole transaction, the m and a side, right?

Mm-hmm. So not everybody can just write a check for a company. Sometimes they gotta go good financing to buy the company. So, you know, if I might not be involved on the m and a side, but I may have the bank, uh, when it's, you know, loaning the, the buyer, the money to acquire the seller. So, you know, it's. It's somewhat the same world, but just a little different take on it.

Josh W: Mm-hmm. So what do you do in, in that regard? So I come to you and Scott and I are gonna buy a big business, but neither one of us could write that big of a check and we come to you and we, you know, how do you walk us through that? What, what things do we need to think about, kind of, kind of prepare our brains for that?

Frank S: So just from, if I was representing you on the lending side, in the sense of. Somebody else is representing the, the lender, and I'm helping all as the borrower. Then it's, you know, going through all the loan documents, which are. Pretty long and boring, but, uh, they are, they are. Uh, but really a lot of it's just explaining to you kind of what it means.

Uh, explain the, the, the ratios, the debt service coverage ratios, and you know, what you have to do just to not be in default or the loan. You know, the short version is the, they have the goal, they make the rules. Uh, you can negotiate a little bit, but, um, I find in most deals, people are more focused on the transaction side of it.

And a little less focused on negotiating the actual loan. Um, but, you know, pay, pay your monthly note and they'll leave you alone. Yeah, sure. 

Scott S: Yeah. So I, I was gonna follow up. There's studies that show that upwards of like 80% of signed Lois don't actually close. What, in your experience, are some of the biggest causes of that?

Um. And how can you prevent that? Potentially, 

Frank S: I would think the biggest cause is probably once people are doing their diligence, maybe it, it isn't as rosy of a picture as initially painted to the buyer. Um. I, I don't think there's anything you can do to really prevent it. Sometimes it's just the, the diligence itself doesn't pan out to say, well, I, I can't, you know, I'm overpaying at this price.

I'll pay you this. And if they don't wanna sell, they don't wanna sell. 'cause you know, a lot of times it's the seller's baby. A lot of times they're first company they built from scratch and. It's their baby and it's emotional to 'em. And psychologically they, they don't want to sell our baby for too little, 

Speaker 4: right?

Frank S: And, uh, you know, I don't think there's anything we can really do to, to get around that part of it. Uh, sometimes the numbers just don't work. Um,

there are times where you go all the way to the purchase agreement and that it doesn't wind up closing. But, um, again, a lot of that's just sometimes you just find stuff as you're moving along in the process that the deal just doesn't make sense. 

Scott S: How much of it's emotional or ego driven by either 

Frank S: side buyer or seller?

I wouldn't necessarily call it ego, but I would call it emotional. Um, but it's more on the seller side, going back to, this is my company and why don't you think it's worth as much as I do? Um, and that's when advisors, you know, play the role of, well, this is why it's there. They might be right, that it's not as ex uh.

As expensive as you think it might be. Um, you know, we will play out our part too, as the attorneys to, to help advise 'em. But, um, I, I think the emotions more on the seller side, uh right. Than the buyer's side. The buyer's just crunching the numbers and saying, how long is it gonna take me to get back my return on investment?

What's my growth potential? 

Scott S: Right. Yeah. We see that a lot too. Our process, as you know, is centered on creating some competition amongst buyers. When they know there's potentially other buyers, they're much less likely to try to beat you down on price during the diligence phase versus they know they're the only buyer.

Um, they're less threatened that you may walk away. Um, have you seen that kind of similar or, yes. The, 

Frank S: the, the more options on the table, the more you can, you know, play one against the other and get, you know, a better deal for your client. Um, yeah, if, if you've only got one buyer, your odds of getting a, as pretty of a deal as you want are probably lower than if you've got three potential suitors saying, no, I really want, I want you.

Right.

Josh W: The, you mentioned something, it, it can't be emotional for a, a seller. They've been building this business, it's been in the family for four generations or, and, and it's time to have a succession. The kids don't want it or for whatever reason. Right. And that, that, that process of. Passing on or, or leaving it.

Where do you think that, uh, that could go wrong in succession planning? If there's no family that, that wants to carry on the legacy? Like what, what, do you see some things that could trip them up from getting a good sale? 

Frank S: Do you see it, uh, somewhat often? Um, and it is. The fact that you've got some that want to keep working it, wanna sell it, some who want the others to work it just so they can get their paycheck and they're not doing anything.

So, you know, the, the more people in the room trying to run a company and the more shareholders, if they're not all involved, you just have just kind of an internal struggle over, you know, why is my check not this big, uh, as it was last month. What are y'all doing different now? What's, what's going on with the company even though I'm not involved with it?

So it's just a family internal strife sometimes where, you know, some people are, are running the company, others are just living off the company and not doing anything. And that goes back to the psychological concept. And so sometimes you see in that situation, somewhat of a fire sale where, you know, they just need to get out of it because they, they can't get along.

Hmm. 

Scott S: Yeah, no, we see that a lot too. I'd say generally speaking, deals that involve one owner are much less complicated than deals that involve, you know, 2, 3, 10, multiple investors, shareholders, um, not always the case, but typically the fewer, the simpler, there's less opinions less. You know, conflict less like Frank said, who, who knows what emotions have developed over the years, or whether it's jealousy or anger, or one person feeling they've done more for the business than the others.

Um, endless possibilities but definitely make a transaction, uh, more difficult. 

Josh W: So I guess, I mean, that's a great point, Scott. With that in mind, let's just say we're all thinking about building a business and you know, we're all at the time, you know, we're young, vibrant, you know, putting in a ton of energy, working our tails off.

What could we do on the front end to ensure that, you know, to maybe minimize partnership risk later on, uh, as this thing builds out and grows Right now it's worth. Nothing. But you know, let's just say 10 years from now, it's worth the a hundred million bucks. What can we do today to prepare to not have as many fights or arguments or.

Emotions involved later on. I love when you asked the question I just wrote down, did I? Yeah, well you gave me your copy of your paperwork, Scott. No, this is a new one. Okay, got it. 

Frank S: Honestly, one of the biggest things is pick your partners wisely. Uh, I mean, at the end of the day, you've got sheets of paper in front of you that say certain things and if somebody just doesn't want to abide by those terms, you're involved in litigation.

And so a lot of it really boils down to picking your partners and hopefully it works out. 'cause you know. We can put an operating agreement together. The goal of every operating agreement is to draw it up, sign it, put in a desk drawer and never look at it again. You can have buy sell provisions, you can have force out provisions, um, but you know.

It's like a promissory note, right? I promise to pay you if I have the money, I can't pay you. Operating agreement says that you've gotta do this. If you don't do it, you know your resolution is to go to court and it becomes just a quagmire that you deal with on the corporate side. Um, so honestly, one of the best things that, to pick your partners wisely and hope it works out.

Uh, but yeah, we can put in provisions that would have force outs if somebody's not doing what they're supposed to be doing. If you know. Somebody becomes a, a detriment to society as your partner and is bringing your company's, uh, name down. You know, you can, there provisions to expel a member. Um, you know, one thing we talk about is, let's just say it was you and Scott as a partner.

And so it's two people, right? Uh, choose your partners wisely. Remember? Oh yeah, take it back. Um. You know, you can put a provision if it's just two people as easy, you can say at any time or after a certain period of time. If we're not getting along, we can buy each other out. And so if, if I want to come in and say, I want to trigger this provision 'cause we're just, you're saying left, I'm saying right.

You're saying up. I say down. Then there's a provision, uh, we call it a Texas shootout, where you walk into the room and say, Scott, I'm triggering a Texas shootout. I think our company's worth a million dollars. Well, Scott, decide who writes a check and who gets a check. So you set the price and he gets to decide who buys and sells.

I really encourage that for 50 50 deals. 'cause at the end of the day, nobody controls. Um. But even just in a situation where it's just two partners, it's somewhat easy. With three, it's a little harder because if I walk in a room and say that, and Scott says, all right, well I'm gonna sell and you say you're gonna buy, then we're just going in in, in circles.

So, um, you know, a lot of times for, again, for a 50 50 deal, that's something we recommend just to prevent that stalemate. 'cause it's not just the two owners that are. Have something at stake. It's the 30 employees that are working for you and the company becomes very stagnant. People start getting laid off.

So you kind of plan not only for the the two owners, but for the success of their business and their employees going forward 

Josh W: for the Texas Shootout situation. Maybe let's run through a scenario there. I walk in, Scott and I have been building this for a long time, but I want to go sit on the beach somewhere.

So I go, Scott. Texas Shootout, buddy. I wanna, I want you to buy me out. Right? Is that how it works? 

Frank S: No. So you, all you do is get to set the price. He gets to decide who buy and who sells. So you might not be sitting on a beach, you might be sitting behind a desk. 

Speaker 4: Oh 

Frank S: yeah. It's 

Scott S: interesting. So it it, whoever throws out the valuation, you get to really see if, if they're being honest, right?

Because they may low ball you, hoping you. Say no so that they can buy you or, so if 

Frank S: the company, if you say, I think the company's worth a million dollars. Yeah, it's really worth $2 million. Scott's gonna say, well, I'll write you a check now. 'cause I just bought the company a 25% discount. Whatever the math is right now, right?

Yeah, yeah. I'm drinking water, not coffee. We gave you a 

Josh W: pen and paper. 

Frank S: That's hard to do. I need a calculator. Uh, but if the, if you walk in and say a million dollars and the company's only worth $500,000, he's just say, write me a check. You just made a bunch of money. So, ah, it forces fairness by the person setting the price.

'cause you don't know if you're getting paid that or writing a check for that. 

Josh W: Wow. So you don't know at that point. I don't know if I'm the buyer or seller. Correct? Correct. I just set the price. Correct. So those who named that price first, you better make sure that the number's right? Correct. How, how binding is that?

So I come in and I go a million bucks and you're like, I just ran the numbers. It's worth 10. Am I, am I legally bound to that or what's that process? 

Frank S: Yes, you have a contractual obligation to sell. Again, if you don't do it, you go to court, you get, uh. Front the judge and say, judge, he signed it. Here's the, uh, offer he made.

Here's my acceptance. And the court could compel you to sell it for that amount. Wow. 

Josh W: This is interesting. So I like this scenario and these, 'cause I think a lot of people will, will wanna know, you know, the Texas Shootout model and, and how it, how it works. So let's just say I'm the guy who's gonna initiate it.

What should I do to prepare for the Texas Shootout? 

Frank S: Uh, do your valuation to make sure that the number you're gonna put on the table is a fair number. 

Speaker 4: Yeah. 

Frank S: Uh, something you can afford to pay. Yeah. Uh, and in the operating agreement, it might not be all cash. You might say it's, you trigger a Texas shootout, X percent down in cash, the rest over a note.

So you kind of do all that on the, on the front end as to what the payment plan looks like. But setting the price is the key. And so, you know, if, if you overshoot the price, uh, you know you're probably gonna wind up having to write a check for more than you should have. 

Speaker 4: Wow. 

Frank S: But that's go when you go get an advisor and say, please help me figure out what the value of this company is before I overshoot the price or undershoot it.

Scott S: Sure. Is there a number of partners that is most successful? In your experience, like you often hear people say, you know, never be 50 50 or, um, does it go back to just picking the right 

Frank S: ones? It really goes back to picking the right ones. I mean, there, there have been numerous 50 50 companies that have extremely successful and it never becomes an issue.

You know, there are 80 20 partnerships where it's still an issue because, you know, whether it's the 80% or 20% person, they just don't get along. Right. So, you know, it. Even if somebody has control, if it's not a good working relationship, it's still a drag on the company, right? 

Josh W: What about Tiebreakers? Right?

So let's just say Scott and I are 50 50 partners. Is it a good idea to put some something in there for a third party arbitrator or a third party kind of deal breaker if we can't see eye to eye on a, on a focus? 

Frank S: As good as it sounds, Uhhuh, there's, I find it very rare that some third party is gonna agree to come in, make a decision, and then say, well wait, I'm gonna rule against, I'm gonna go against Scott.

Now, Scott's me mad at me. If it doesn't work out, Scott's gonna sue me. 'cause I made a decision that was contrary to the, uh, business of the company. We've talked about that. We've tried to work, uh, deals like that. But to be honest, I wouldn't do it. I would not be an outside person coming in to make that final decision on whether a company spends $5 million to go buy a piece of equipment.

So, you know, conceptually, could you do it? Yes. I really have never seen that. Um, put your big boy pants on and figure it out. It's kind of what it boils down to. 

Josh W: Yeah. So in partnerships, what are some red flags? So like you're, you're advising Scott and you're like, Hey Scott. Um. I'm doing some due diligence on Josh, and you know, maybe here's some red flags to look out for.

Maybe a partnership isn't the right model. So maybe what is a, maybe some things like maybe a partnership isn't the best model for this business to exist, and maybe here's an alternative. So maybe some red flags on partnership and then maybe an alternative to that model where it still work out really good, but it reduces his risk.

Frank S: I don't if I exactly follow, but you know, the red flags on the diligence would be, you know, if you're talking about just getting into business with somebody mm-hmm. You know, you can do judgment searches, you can do litigation searches, you know, have they been involved in five shareholder disputes? Where they Right.

Plaintiffs, where the defendants. So you can do some background on the person. Uh, you can search Secretary of State for their name and see. All right. How many. Companies were they part of, you know, what happened to those companies? Uh, so that type of front end diligence you can do, uh, as an alternative to structure.

I mean, whether it's a partnership or corporation, whatever it's gonna be, you can be. Business owners together. Mm-hmm. So maybe it's a situation where, all right, I'm gonna do my diligence on this person. Maybe I don't want him to be an owner to start out with, but hey, he's a, a key employee. He can come on and has a, you know, if he proves himself, you know, he might get 20% later, uh, if he's there for three years or so.

So, um, you know, if, if you bring in more knowledge and skill than, than cash, you could set up a structure like that. 

Josh W: Is it a good idea for that to have, you know, maybe milestones or, you know, year one or vesting period in, in terms of that ownership? So Scott's gonna allow me to own 20% of the company, but I have to do these things, or the company has to hit this.

Frank S: Yeah, so you can structure however you want. Sometimes it's just time. Sometimes it's financial metrics, uh, whether it's profit margin, ebitda, uh, revenue, um. So, you know, there are, there's no one way to do it. There are multiple ways to do it, uh, but you know, it's generally time. It's some type of financial metric.

Cool. 

Scott S: What are your favorite deals to work on? One's with you, Scott, that's a great answer. That's a great testimony. Get an invoice for that. 

Frank S: Yeah. Um, the favorite deals, uh. Were probably ones where it's a first time seller and, and they, you know, afterwards they say, man, I've never had this much money in my pocket before.

And they're just, they're excited. Mm-hmm. Um, you know, it, it, it's more of a psychological thing than a, you know, it's my favorite type of deal. 'cause it was easy. Right. It's just that, you know, you, you finally get to, you know. Most of what we do is generally happy, but a lot of times it's just you see that little extra happiness in somebody who's never done it before.

Now their family's set for the rest of their life and you know, they're, they're a little more excited sometimes than somebody who's done it for the fifth or sixth time. Right. Yeah. Agree with that. 

Josh W: Yeah. When preparing to, you know, to go to law school, you said you, you didn't, uh, pass physics, so you went law route.

Uh, were there different shows or movies that you watched to see if, if you would actually like. Be a good lawyer like my cousin Vinny, or you know, like even the show suits, like, do you watch these? And you're like, this is total bologna. 

Frank S: So, uh, I do love my cousin Vinny. That is great. My favorite movies, uh, suits was probably after my time of high school and law school.

Uh, no, I mean, it really wasn't a TV show type deal. Uh, none of 'em are really accurate. I mean. Think about it. Uh, again, I don't do a bunch of litigation, but it does not get resolved in an hour. I do know that. 

Speaker 4: Yeah. 

Frank S: Uh, though the general public wants it done in, in an hour, um, like I said, the wheels of justice turned slowly.

That's somebody else's world, not mine. Uh, but you know, it just really, I just like the business side of it and really wasn't a TV show or movie, but I do watch my cousin Vinny still consistently. 

Scott S: That's 

Josh W: a great movie

Scott S: building on that question. And I know the answers to some of these, but I think people would like hearing just kind of your story.

Because I know where Frank grew up and there's not a lot of people there that go on to be very successful. MNA attorneys, uh, kind of explain how that happened. So before the physics, 

Frank S: uh, episode, before the physics episode, so I was born and raised in Chalmette, Louisiana, um, the first male, and through generations not to be an oyster fisherman.

And so I left as quick as I could to not being a oyster fisherman. Um. Went to LSU for undergrad and law school and, um, you know, spending a little extra time in the books was better than spending time on a boat for the rest of your life. So it, uh, it was probably one of the best decisions I made. Uh, it was to, to go on to college and law school because yeah.

I look back at, I mean, look, my family, they worked hard. They, they did a great job raising us and putting us to where we are today. But it's definitely not a life I wanted to live and, uh. Yeah, it makes me respect more the, the education I did get, uh, 

Scott S: and where I am now. Was there like a key moment, like maybe you got cut by an oyster shell or something where you were like, I don't wanna do this, I want to go, or were there other family members who had been su, you know, successful in a professional path that kind of inspired you?

Frank S: Well, all the men was the fishermen. All the girls went on and got an education. Um. I would think it's probably having, when your family has to call America's Most wanted to report somebody that works for 'em, uh, and the people who were your employees. Uh, not somebody I wanted to stay around, but for the rest of my life, uh, not many people volunteer to work on Oyster Boat is a deckhand.

Right. They're, they're on a work release program or they're hiding from the authorities. Interesting. 

Josh W: So what's the proper way to eat an oyster or have you spent so many ti, so much time with oysters that you'll just never want to eat another one? 

Frank S: So, uh, char grilled is my favorite, but definitely raw is good.

Fry's good. I mean that there's no wrong way to eat it. Yeah, like a Forest Gump scene, huh? Yeah, exactly. That's 

Josh W: what I was thinking, man. Some lemon, some Tabasco sauce. That's how I do it. Well, uh, Scott, do you have any uh, further questions? 

Scott S: Kind of non m and a, but definitely a popular topic now, and we could, we could end on this, is how is ai, I know everyone loves AI right now.

It's like the, the buzzword. How is it impacting law, specifically m and a law, and how do you think over the next, like 10 years, say someone's looking at going to law school now, how is it gonna be different from what you've been doing the past 20 years? So 

Frank S: AI isn't, well. I don't think AI is affecting the m and a side of it too much right now because I've had clients send me stuff that they.

Created through chat, GPT or whatever it is. And I could tell right away that this was definitely not put together by a lawyer. Um, so I, I don't think it's having a huge impact, at least on my practice or my clients. It, it is technology. It's gonna get better, it's gonna catch up. It, it's gonna, you know, it, it's gonna be.

For lack of a better term, a problem. I, I think going forward, you know, who's going to take credit for, or who's gonna stand behind those documents. Um, what I potentially see is people doing that and then coming back to the attorneys and saying, Hey, why, why do they have holes in this? Why, you know, why my partner doing this?

Why can they do that? You know, a lot of times it just takes the experience of a, you know, an m and a lawyer, a corporate lawyer. Any type of lawyer to, to look at a document and, and put the human touch behind it. Right. So I, I don't see a huge effect on, on it right now, just because I, I've seen some of the stuff that's been generated by it, and you can tell right away that it's not put together by an attorney.

Um, I, I, I think they have some law school classes now. I think a Texas a and m has like an ai uh, law, uh. That you can focus on. I was in a presentation the other day and they were saying they spoke to the Texas a and m AI law graduates or something, which I had never heard of. Uh, that wasn't around, they just had law school back in 20.

It could, it could create a whole new industry of law. Yeah, it could. Interesting. Um, again, but I mean, law just evolves like the world does. Right, right. So is. Just like they have cryptocurrency lawyers now, they didn't have that when I was in law school. Right? So you're gonna have different fields that just, you know, are gonna follow the technology.

Josh W: So, Frank, appreciate you coming on the show. Where could people go to learn more about you and connect with you? 

Frank S: So, uh, per I work for is Bau Poche, Anthony, and Slavic. Uh. You know, you can Google us. Uh, but you know, we're going back to the ai, we're, we're not advertising types of attorneys we're word of mouth, uh, just experience.

Um, but, uh, if you're really bored, you, you probably could Google it. Yeah, reach 

Scott S: out to us. We happy to connect you as well. Yeah, 

Josh W: and all, all this information will be in the show notes below. But, uh, yeah, Frank, thanks for coming on the show. Fellow deal makers. As always, reach out to our guests and say, you know, thanks for being on the show and, and if, uh, you're working on a deal specifically that you'd like to connect with them, there are information's in the show notes.

And, uh, if you have a deal that you'd like to talk about here on the show, head over to the deal podcast.com, fill out a quick form, maybe get you on the show next. So then we'll talk to you all on the next episode. Cheers guys. 

Frank S: Thanks for having me.